The Battle of McDowell, also known as the Battle of Sitlington's Hill, was fought as part of Maj. Gen. Thomas J. "Stonewall" Jackson's Shenandoah Valley Campaign. It followed Jackson's tactical defeat, but strategic victory, at the Battle of Kernstown (First).

Maj. Gen. Thomas J. Jackson's columns departed West View and Staunton on the morning of May 7, marching west along the Parkersburg turnpike. Elements of Brig. Gen. Edward Johnson's brigade composed the vanguard. At mid-afternoon, Union pickets were encountered at Rodgers' tollgate, where the pike crosses Ramsey's Draft. The Union force, which consisted of portions of 3 regiments under overall command of Brig. Gen. Robert Milroy, withdrew hastily, abandoning their baggage at the tollgate and retreating to the crest of Shenandoah Mountain.

At Rodgers', Johnson and Jackson conferred. The Confederate force split into two columns to envelope the Union holding position on Shenandoah Mountain. Milroy ordered his force to withdraw and concentrate at McDowell, where he hoped to receive reinforcements. Milroy also positioned a section of artillery on Shaw's Ridge to impede Johnson's descent from the crest of Shenandoah Mountain.

These guns were soon withdrawn with their supports to McDowell. By dusk, Johnson's advance regiments reached Shaw's Fork where they encamped. Because of the narrow roads and few camp sites, Jackson's army was stretched 8-10 miles back along the pike with its rear guard at Dry Branch Gap. Jackson established his headquarters at Rodgers' tollgate. During the night, Milroy withdrew behind the Bullpasture River to McDowell, establishing headquarters in the Hull House.

Starting at dawn of May 8, the Confederate advance crossed Shaw's Ridge, descended to the Cowpasture River at Wilson's House, and ascended Bullpasture Mountain. The advance was unopposed. Reaching the crest of the ridge, Jackson and Jedediah Hotchkiss conducted a reconnaissance of the Union position at McDowell. Johnson continued with the advance to the base of Sitlington's Hill. Expecting a roadblock ahead, he diverged from the road into a steep narrow ravine that leads to the top of the hill. After driving away Union skirmishers, Johnson deployed his infantry along the long, sinuous crest of the hill. Jackson asked his staff to find a way to place artillery on the hill and to search for a way to flank the Union position to the north.

About 10:00 A.M., Brig. Gen. Robert Schenck arrived after a forced march from Franklin. Being senior to Milroy, Schenck assumed overall command of the Union force at McDowell. He deployed his artillery, consisting of 18 guns on Cemetery Hill and near the McDowell Presbyterian Church to defend the bridge over the Bullpasture River. He deployed his infantry in line from McDowell south along the river for about 800 yards. He placed one regiment on Hull's Hill, west of the river and overlooking the pike. Three companies of cavalry covered the left flank on the road to the north of the village.

Schenck and Milroy sent out skirmishers to contest the base of Sitlington's Hill along the river. As Confederate forces on the crest of the hill increased in numbers, Schenck and Milroy conferred. Union scouts reported that the Confederates were attempting to bring artillery to the crest of the hill which would make the Union position on the bottomland at McDowell untenable. In absence of an aggressive Confederate advance, Schenck and Milroy attempted a spoiling attack. Milroy advanced his brigade and the 82nd Ohio of Schenck's brigade, about 2,300 men. About 3:00 P.M., Milroy personally led the attacking force, which crossed the bridge and proceeded up the ravines that cut the western slope of the hill.

In the meantime, Jackson had been content to hold the crest of the hill while searching for a route for a flanking movement to the north. He declined to send artillery up the hill because of the difficulty of withdrawing the pieces in the face of an attack. Union artillerymen on Cemetery Hill elevated their pieces by digging deep trenches in the ground for the gun trails and began firing at the Confederates in support of the advancing infantry. Schenck also had a 6-pounder hauled by hand to the crest of Hull's Hill to fire on the Confederate right flank above the turnpike. The Union line advanced resolutely up the steep slopes and closed on the Confederate position. The conflict became fierce and sanguinary.

The 3rd West Virginia advanced along the turnpike in an attempt to turn the Confederate right. Jackson reinforced his right on the hill with 2 regiments and covered the turnpike with the 21st Virginia. The 12th Georgia at the center and slightly in advance of the main Confederate line on the hill crest bore the brunt of the Union attack and suffered heavy casualties. The fighting continued for 4 hours as the Union attackers attempted to pierce the center of the Confederate line and then to envelope its left flank. Nine Confederate regiments were engaged, opposing 5 Union regiments in the fight for Sitlington's Hill. At dusk, the Union attackers withdrew to McDowell.

At dark, Union forces withdrew from Sitlington's Hill and recrossed to McDowell, carrying their wounded from the field.

About 2:00 A.M. on May 9, Schenck and Milroy ordered a general retreat along the turnpike toward Franklin. The 73rd Ohio held their skirmish line along the river until near dawn when they withdrew and acted as rear guard for the retreating column. Shortly after the Federals retired, the Confederates entered McDowell. Schenck established a holding position on May 9, but only minor skirmishing resulted. For nearly a week, Jackson pursued the retreating Union army almost to Franklin before commencing a return march to the Valley on May 15.

At the tactical level, the battle can be argued that the Union forces achieved a draw. Milroy's "spoiling attack" surprised Jackson, seized the initiative, and inflicted heavier casualties, but did not drive the Confederates from their position. At the strategic level, the battle and the resultant withdrawal of the Union army was an important victory for the South. The battle demonstrated Jackson's strategy of concentrating his forces against a numerically inferior foe, while denying his enemies the chance to concentrate against him.